Law 435 - Law and Entrepreneurship

General Course Description:

This course will focus on legal and regulatory issues facing entrepreneurial ventures of different forms and sizes, the gamut that covers lemonade stand-like businesses, the Facebooks of the world, startups, and established companies. This course will address a number of key concerns relevant for different lifecycle stages of an entrepreneurial venture: the choice of business form and organizational structure; enterprise (not necessarily “corporate”) governance, including the pivotal issue of how entrepreneurs retain, surrender, or lose control of “their” ventures; capital structure and different types of equity and debt securities; tax aspects; intellectual property aspects; various aspects of private and public markets for debt and equity securities, including the IPO process and the phenomenon of private secondary markets; and executive and employee compensation. The course will also provide some discussion of economic research on entrepreneurship and public policy approaches to nurturing and promoting entrepreneurship as one of the key sources of economic growth. The goal of the course is to develop an understanding of the regulatory landscape and the interaction of legal and business needs of entrepreneurial clients together with counseling and drafting skills.

The textbook readings will be supplemented by actual and hypothetical transaction / disclosure documents, statutory and regulatory materials (such as the JOBS Act of 2012), legal cases, business school cases studies, and articles from legal and business publications. Grades will be based on a series of short assignments, a take-home exam, and class / discussion board participation. Law 230 (Business Associations) is required, and some tax and securities regulation background would be helpful but not required.